- Tender offer statement by Third Party (SC TO-T)
12 Noviembre 2008 - 10:54AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
GENELABS TECHNOLOGIES,
INC.
(Name of Subject Company
(Issuer))
Gemstone Acquisition Corporation
and
GlaxoSmithKline plc
(Names of Filing Persons
(Offerors))
Common Stock, no par value per share
(Title of Class of
Securities)
368706206
(CUSIP Number of Class of
Securities)
Carol G. Ashe, Esq.
GlaxoSmithKline
One Franklin Plaza (FP 2355)
200 N. 16th Street
Philadelphia, Pennsylvania 19102
(215) 741-4000
(Name, Address and Telephone
Numbers of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
Benet J. OReilly, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$57,107,614.50
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$2,244.33
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*
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For purposes of calculating the filing fee pursuant to
Rule 0-11(d)
only, the transaction valuation was calculated by adding the sum
of (a) the offer price of $1.30 per share of common stock, no
par value per share, of Genelabs Technologies, Inc. (the
Shares) multiplied by 43,684,465 shares of common
stock issued and outstanding, and (b) the offer price of
$1.30 minus $0.69, which is the weighted average exercise price
of outstanding
in-the-money
options to acquire Shares multiplied by 521,000, the number of
outstanding
in-the-money
options.
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**
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The filing fee, calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, is calculated by
multiplying the Transaction Valuation by .00003930.
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o
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid: None
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
third-party
tender offer subject to
Rule 14d-1.
o
issuer
tender offer subject to
Rule 13e-4.
o
going-private
transaction subject to
Rule 13e-3.
o
amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO (this
Schedule TO) relates to the offer by Gemstone
Acquisition Corporation, a California corporation
(Purchaser) and a wholly-owned subsidiary of
SmithKline Beecham Corporation, a Pennsylvania corporation
(SKB) and a wholly-owned subsidiary of
GlaxoSmithKline plc, a public limited company organized under
the laws of England and Wales (GSK), to purchase all
outstanding shares of common stock, no par value per share (the
Shares), of Genelabs Technologies, Inc., a
California corporation (Genelabs), at a price of
$1.30 per Share, net to the seller in cash, without interest
thereon and less any required withholding taxes, upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated November 12, 2008 (the Offer to Purchase)
and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute
the Offer), which are annexed to and filed with this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Schedule TO is being filed on behalf of
Purchaser and GSK.
All information set forth in the Offer to Purchase filed as
Exhibit (a)(1)(A) to this Schedule TO is incorporated by
reference in answer to Items 1 through 11 in this
Schedule TO, except those items as to which information is
specifically provided herein. The Agreement and Plan of Merger,
dated as of October 29, 2008, by and among Purchaser, SKB
and Genelabs, a copy of which is attached as Exhibit (d)(1)
hereto, is incorporated herein by reference with respect to
Items 4 through 11 of this Schedule TO.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(5) Not applicable.
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(a)(1)(A)
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Offer to Purchase, dated November 12, 2008
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9)
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(F)
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Text of press release issued by GSK and Genelabs, dated
October 29, 2008 (incorporated by reference to
Schedule TO-C
filed by GSK with the Securities and Exchange Commission on
October 29, 2008)
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(a)(1)(G)
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Text of press release issued by GSK on November 12, 2008
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(a)(1)(H)
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Form of summary advertisement, published November 12, 2008
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(b)
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Not applicable
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(d)(1)
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Agreement and Plan of Merger, dated as of October 29, 2008,
by and among Purchaser, SKB and Genelabs
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(d)(2)
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Form of Tender and Shareholder Support Agreement, dated as of
October 29, 2008, among Purchaser, SKB and certain
shareholders of Genelabs
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(d)(3)
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Confidentiality Agreement, dated as of September 30, 2008,
by and between SKB and Genelabs
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(g)
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Not applicable
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(h)
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Not applicable
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
GlaxoSmithKline plc
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By:
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/s/
Simon
M. Bicknell
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Name: Simon M. Bicknell
Gemstone Acquisition Corporation
Name: Carol G. Ashe
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Title:
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Authorized Signatory
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Dated: November 12, 2008
EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase, dated November 12, 2008
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9)
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(F)
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Text of press release issued by GSK and Genelabs, dated
October 29, 2008 (incorporated by reference to
schedule TO-C
filed by GSK with the Securities and Exchange Commission on
October 29, 2008)
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(a)(1)(G)
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Text of press release issued by GSK on November 12, 2008
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(a)(1)(H)
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Form of summary advertisement, published November 12, 2008
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(b)
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Not applicable
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(d)(1)
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Agreement and Plan of Merger, dated as of October 29, 2008,
by and among Purchaser, SKB and Genelabs
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(d)(2)
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Form of Tender and Shareholder Support Agreement, dated as of
October 29, 2008, among Purchaser, SKB and certain
shareholders of Genelabs
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(d)(3)
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Confidentiality Agreement, dated as of September 30, 2008,
by and between SKB and Genelabs
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(g)
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Not applicable
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(h)
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Not applicable
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